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Contracts Drafting and Negotiation Seminar – Fall 2017Contact Information: John RitsickCell phone – 720.261.1420Class Email Address: jrcontractsclass@Office Hours:By appointment. I am happy to arrange a time to meet with you to discuss individual questions – immediately prior to or after class are generally the most convenient options for me.Texts:Required:Drafting Contracts, Tina L. Stark (2d. Ed.)(associated website: ) Getting to Yes, Roger Fisher and William UryRecommended: A Manual of Style for Contract Drafting, Kenneth A. Adams (3d. Ed.)The Trusted Advisor, Maister, Green, and GalfordGrades: Grades will be a combination of class participation, completion of Exercises, quality of Exercises, and a final project (which may be in the form of an in-class exercise, writing assignment, or final exam). Absences will result in lost points for participation – there are no excused or unexcused absences, only the lost opportunity for participation. Consistent and substantive participation in class may result in the award of extra points. I will follow the School’s mandated curve for final grades.Student-Lead Classes: I reserve the right to require each student to lead or co-lead at least one segment of a class. Details will be explained during the Introductory class session. Exercises: Except as noted, references below to Exercises refer to the exercises in Stark’s Drafting Contracts. Students will deliver completed Exercises in Word (or Word-compatible format) to the class email address at least one hour in advance of the start of the assigned class. Many of the longer exercises that would require greater amounts of typing are available for copying at: . Students will label exercises and use redlining in accordance with procedures explained in class.Days marked “None” or “In-class” for the Exercises entry means that there is no obligation to submit any exercise prior to the class.I reserve the right to adjust the syllabus as the semester progresses, but I will announce the changes.Class No.DateReading AssignmentExercises8/16Introduction- Stark, pp. 3-8- Frigaliment Importing Co. v. B.N.S. Int’l Sales Corp. () - Recommended: Adams, xxix-xxxivNoneTranslating Business Terms Into Contract Language:- Stark, pp. 9-44NoneIn-class exercise8/23Parts of a Contract- Stark, pp. 47-57Ex. 5-1 and 5-28/30Introductory Provisions and Definitions- Stark, pp. 65-116- Recommended: Adams, Chpt. 5- Engineered Data Products, Inc. v. Nova Office Furniture, Inc. (849 F. Supp. 1412, D. CO 1994) Ex. 6-1, 6-3, 7-7Action Sections- Stark, pp. 117-132Ex. 8-29/6Sign-up for exercise review (maybe)Reps and Warranties, pp. 137-143Ex. 9-1Covenants and Rights, pp. 149-158Ex. 10-2, 10-49/13- No class scheduled (but I reserve the right to bring in a guest speaker)9/20Getting to YesFisher & Ury – Read the whole thingIn-class exercise- Assignment of Memo9/27- Communicating With Clients10/4Conditions, pp. 163-17011-1, 11-2, 11-3, 11-4Discretion, pp. 173-17912-1Will and Shall, pp. 181-188 14-110/11Legalese and Ease of Reading- Stark, pp. - Recommended: Adams, Chpt. 1618-1 through 18-7Clear Drafting – Format, Sentence Structure and Numbers- Stark, pp. 227-234, 263-274Ex. 19-1, 19-2, 20-1, 20-2, 20-3, 20-6, 2210/18Understanding the Deal- Stark, pp. 369-376, - 395-420 (no exercises, just read)Ex. 25-1, Ex. 25-310/25- Interplay of Provisions and Concepts/Complex ProvisionsDraft of Memo Due- Review assignment distributed by Professor- In-class11/1Endgame-Signatures-General Provisions- Stark, pp. 217-250Ex. 16-1, 16-2, 16-6, 17-1Amendments- Stark, pp. 435-445Ex. 29-311/8Ambiguity/Contract Interpretation- Stark, pp. 295-318- Dorman v. Petrol Aspen, Inc.(914 P.2d 909 Colo. 1996)- Recommended: Adams, Chpt. 10 and 11Ex. 21-4, 21-6, 21-711/15Review memo at arranged times ................
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